Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Carey Jaime
 2. Date of Event Requiring Statement (Month/Day/Year)
06/03/2008		 3. Issuer Name and Ticker or Trading Symbol
BARNES & NOBLE INC [BKS]
(Last)
(First)
(Middle)
C/O BARNES & NOBLE INC., 122 FIFTH AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Merchandising Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10011		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 526 (1)
D
 
Common Stock 533 (2)
D
 
Common Stock 746 (3)
D
 
Common Stock 965 (4)
D
 
Common Stock 30,000 (5)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (6) 03/23/2014 Common Stock 14,153 $ 22.892 D  
Stock Option (Right to Buy)   (7) 06/02/2014 Common Stock 1,471 $ 22.977 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carey Jaime
C/O BARNES & NOBLE INC.
122 FIFTH AVENUE
NEW YORK, NY 10011		       Chief Merchandising Officer  

Signatures

/s/ Jaime Carey 06/12/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Grant of restricted shares on April 1, 2005, with 180 shares vesting on April 1, 2009.
(2) Grant of restricted shares on March 27, 2006, with 164 shares vesting on each of March 27, 2009 and March 27, 2010.
(3) Grant of restricted shares on May 9, 2007, with 204 shares vesting on each of May 9, 2009, May 9, 2010 and May 9, 2011.
(4) Grant of restricted shares on April 1, 2008 vesting in four equal annual installments on April 1 of 2009 through 2012.
(5) Grant of restricted shares on May 12, 2008 vesting in four equal annual installments on May 12 of 2009 through 2012.
(6) Grant of option on March 24, 2004 vesting in four equal annual installments on March 24 of 2005 through 2008.
(7) Grant of option on June 3, 2004 vesting in four equal annual installments on June 3 of 2005 through 2008.

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